A/N: I just had to create a crossover between Naruto and Soul Eater.

"W-what did you do?"

Naruto was on the ground, paralyzed. A women wearing all black stood above him, her dress took on the patterns of spider's webs. There was even the pattern of a spider's web in both of her eyes. She giggled before opening up a black fan to cover her eyes.

"My, my, the great Kyuubi No Kitsune was easily defeated by me? How pathetic!" She kicked him in his ribs hard, causing him to roll a few time on the ground. She smiled wider as she saw Naruto's blood drip from his mouth. "But I was surprised, you know? I never thought that The Legendary beast was such an… exquisite young man."

"Don't flatter me you crazy bitch!" He was rewarded by another kick, this time aimed at his face. "When I get back on my feet, I'm really going to enjoy stabbing you!"

She laughed louder, raising her head up in the air. This just made Naruto even more pissed. He tried to move his body but failed miserably. He looked up just in time to see a man appear beside the woman.

"Arachne-Sama what are your orders?" The man said, bowing to the woman in respect. The woman now known as 'Arachne' pocketed her fan before kneeling before the bleeding Naruto. She placed a delicate finger on his 'whisker' scars before digging her nails into his cheeks.

"I'm going to perform that spell on him. Prepare a room for our guest, Mosquito."

"At once, Arachne-Sama!" The man suddenly burst into a cloud of bats and disappeared from the dark area they were in. Arachne walked up to a chair at the far side of the room. Beside the chair was a man with brown hair and eyes. His mouth was filled with razor sharp teeth. He was named 'Giriko' and Naruto had the pleasure of feeling his saw leg directly to his spine.

"Can you imagine it Giriko-Kun? The Kyuubi, the origin of madness, the First Kishin and supposedly most powerful will be under my control soon? To think that he would be so easy to capture!" She started to laugh again, covering half of her face with a hand.

"You paralyzed me and you sealed off my Chakra! And for the one thousand fucking time, the name's Naruto! And you better hope that I never reactivate them or else!" Naruto tried to move again but still, nothing happened.

"Oh I'm very confident you won't hurt me Naruto-kun. After all… I'm going to take away all of your memories. It would be better if my new pet didn't have any past ideals. That would just hinder him from accepting mine."

He was speechless at that point. She was going to take away his memories. That means he would forget about everyone. His past friends, his parents even… No! He couldn't let that happen! He promised that he wouldn't forget them and Uzumaki Naruto does not break his promises!

"Touch me even once and I'm going to bite of your fucking hand you fucking bitch!"

"Oh my, why such anger towards your Savior? Did I not save you from the Shinigami? Did I not save you from death?"

"I didn't need saving! I never die and as long as I can breathe I'll never serve you!" As his anger rose, so did the madness that came with his powers. It filled the room so fast that the air was thick. Even with his intimidation tactics on full blast, Arachne did not even flinch. She smiled widely at the fact that he was trying his hardest to break her spell. Oh how the mighty have fallen!

"Now hold still. Forcefully taking away ones memories is a very painful experience…" Arachne lifted her hands, making them face Naruto. She slowly moved her fingers like that of spider legs while chanting.

"NO! I won't let you do this Arachne! I won't let you take away what's precious to me! I'll never serve you!"

Pain lanced throughout his body as he screamed to the non-existent sky. Flashes of memories of past and present appeared before his mind's eye. Just as quick as they appeared they vanished.

No… Naruto thought as he saw the memory of Team 7 before it disappeared. Kakashi-Sensei, Sakura-Chan, Sasuke-Teme… I'm sorry…

This time a memory of his godparents flashed before him as silent tears fell from his eyes. Tsunade Baa-Chan…Ero-Sennin… I'm sorry…

The next memory made him start crying loudly. It was his only memory of his parents. When he met them inside of his own soul. No… not this memory too… Mom… Dad… I'm sorry…

More of Naruto's memories started to fade away and his tears did not stop falling. Arachne was pleased in seeing such a great being crumble into this pitiful state. She had so much use for him. She would enjoy having Naruto on a leash, obedient as a dog beside her.

No more, please, I don't want to lose anymore of my memories! The pain he felt in his heart was greater than the pain he felt all over his body. He was starting to forget the names of the faces he saw. Forgetting the moments of his life that defined him was too much. The last memory to leave him was the most painful.

A girl with long hair and lavender eyes looked back at him. A melancholic smile on her angelic face made Naruto cry a fresh stream of tears.

"NOOO! Anything but Hinata-chan please! I don't want to forget her! Please… nothing but her!" He begged Arachne who only looked at him in amusement. "Hinata-chan I'm sorry I couldn't keep my promise!"

Hinata looked at him with eyes filled with love. He reached out a hand to hold hers. "Please don't cry Naruto-kun. Even if you forget about me… I'll never forget about you…"

In his mind, Naruto tried to embrace the fading form of his beloved wife. His vision of her was starting to blur before she disintegrated into nothingness.

His world erupted in a bright flash of white light. And then… only darkness remained.


He slowly opened his eyes and was greeted by white. He slowly turned his head to look around the place he was in. He was in a white room that was for certain. He was also lying down on a very comfortable bed. Beside his bed was a night stand with a glass of water on it. Ever so slowly, he reached for the glass and sat up. His body was a bit sore but that was it. He looked into the glass and saw his reflection. He had crimson irises with slits fir his pupils. Both of his cheeks had three distinct markings on them that looked like three whiskers. He had blond spiky hair and had sharp canines.

Who was this person? Was this him? Who was he? Where was he? What was he doing here? Why was he here? How did he get here?

The door in front of his bed slowly opened and a man entered the room. He was wearing a tuxedo. His eyes were red; he had a smile on his face as he approached the boy in the bed.

"So you're finally awake, eh? That's good; Arachne-Sama was getting worried that you might never wake up. You gave her quite a scare." He sat down next to the bed and placed his hat on his laps before speaking again. "So how are you feeling? Do you feel alright?"

The boy nodded in response before asking a question of his own. He spoke but his voice was still a bit raspy even though he drank from his glass. "Who… are you? Do I know you?" The man looked shocked for awhile before composing himself again.

"M'boy. It's me, Mosquito! Don't you remember anything?" The boy shook his head before the man named 'Mosquito' sighed sadly. "This is not good. Arachne-Sama must know of your condition. Are you alright to stand up?" The boy moved his arms and legs before nodding.

It seems that they were in some kind of castle. Whoever this Arachne was she must be royalty. Naruto stopped just in time as Mosquito opened a set of large wooden doors. The inside was revealed to be a large low-lit hall. People lined the corners. They were wearing masks that resembled spider eyes and their whole bodies were covered in a black cloth. Although they didn't show it, the boy could recognize the shapes of weapons that were hidden underneath their covers. He looked ahead to see someone sitting down in a web-like structure just in the middle of the hall. As he got nearer and nearer, Naruto could see that the person was in fact, a woman.

The woman had extremely pale and flawless complexion, making it appear like she's almost constructed entirely out of porcelain. She had a thin figure and very large breasts. Her facial features comprise of long dark black hair, worn in an upwards manner with two long strands that frame either side of her face, and eyes that have both completely grey irises and pupils, each containing a black spider web pattern.

Her typical clothing consists simply of a long black sleeveless dress; however, this dress is incredibly long, in that it completely conceals her feet, while ending in eight small trailing pieces of fabric. A narrow black band encircles her neck featuring a small spider emblem that lies at its front and eight extensions that protrude outwards upon the back, with four emerging from either side. Spider web netting branches the gap between the band and the dress, extending downwards from the aforementioned spider emblem. Two large "sleeves", separated entirely from the dress, are worn on her arms, ending just after her elbows. Each of these "sleeves" also display four protrusions, appearing at the ends of the significant amount of overhanging fabric. She also wears two spider earrings that hang downwards from her ears.

She was actually very stunning, leaving the boy agape.

"Naruto…" The woman started before jumping down the spider web. She quickly covered him in a hug, burying his face in her chest. "I was so worried." She lifted up his face only to frown at his surprised expression. "What's wrong with him?" The woman asked angrily to Mosquito. He squirmed under her gaze.

"I-it seems that his condition is worse than we thought. He shows signs of severe amnesia, he doesn't remember anything."

"Naruto, you remember me right?" She asked as she cupped his cheeks.

"My… name is… Naruto?" Was the boy's only reply.

It was strange seeing them act like this. Just to manipulate the boy.

Arachne had told him that they were lovers, told him that he was attacked by a creature called a 'Shinigami'. This attack caused him to lose all of his memories. He felt sad as he looked at Arachne crying into his chest, saying sorry that she was not able to protect him. She continued to tell him about things that he forgot. She told him she was a creature called a 'Witch', while he was a creature called a 'Kishin'. The Shinigami was a creature that mercilessly hunted their kind for sport. This made Naruto angry. What kind of monster would hurt people like that? She told him about the castle they lived in, 'Baba Yaga'. She also told him about her organization that prevented the actions of the Shinigami, Arachnophobia. Naruto, not knowing what was right or not believed every word she said. As soon as he left the chambers for the night, Arachne turned to Mosquito saying;

"Are there any complications?"

"None, Arachne-Sama, his powers and madness are locked up inside of him unless he experiences overwhelming emotions. This will trigger is 'Tailed' States along with a bit of his madness. The more he ascends to a higher tail the more madness he puts out."

"I see… what of his memories?"

"There are no residuals left in his mind. He is a blank slate and you could easily make him believe anything you want him to.


Naruto was escorted to his room, which was actually Arachne's room also. He should have known since they were lovers, it was expected that they sleep on the same bed. Among other things. It was actually quite comfortable and he was quick to settle in. Now what about the current events? Was everything Arachne said the truth? How would he know? He doesn't even remember his own name! Besides, Arachne did say that she loved him and he did feel something for her. Their relationship was quite peculiar too. He was sixteen while Arachne was… how old was she again? He shouldn't think like that. He should really get some sleep. All the information was making his head hurt.

He was halfway asleep when he felt the weight of the bed shift. Naruto looked up to see Arachne slowly crawling to his side. He noticed that she was wearing a very thin and very see through night gown.

"Naruto…" She whispered seductively before pouncing him.

A/N: There are rarely any NarutoxArachne fictions out there so I wanted to try my hand out on doing this. I thought about the connection of Kyuubi and Madness and Kishins because people always said that they were demons so…

This happens 800 years before the Soul Eater Story starts and next chapter will show a few time skips. After that its 800 years later where Arachne gets resurrected. Just wanted to give you a heads up.

Naruto was captured easily because he has yet to deal with Witches and magic and such.